This Seller Terms is entered into between Dintero AS and a Seller operating through a Marketplace that has entered into a Marketplace Agreement with Dintero. The Seller’s primary commercial relationship is with the Marketplace. Dintero’s role is limited to settlement and payout of the Seller’s net proceeds. The General Terms govern the relationship between the Seller and Dintero in addition to this Seller Terms, except where this Seller Terms expressly provides otherwise or where a provision of the General Terms by its nature applies only to payment-accepting roles.
General Terms applicability for the Seller role:
✓ applies in full · — excluded
1.1 Dintero has entered into a Marketplace Agreement with the Marketplace through which the Seller offers goods or services. By entering into this Agreement, the Seller may receive payouts from Dintero for sales made through the Marketplace, subject to the terms of this Agreement.
1.2 The Marketplace is not licensed to hold or control funds on behalf of Sellers. Dintero is licensed as a payment institution with permission to provide acquiring services and other payment services. Under the Marketplace Terms, Dintero acquires all payment transactions and handles the distribution of funds to Sellers on behalf of the Marketplace.
1.3 Economic and accounting model. The Seller accounts for the full value of its own sales to End Buyers made through the Marketplace’s platform. The Seller is solely responsible for ensuring that those sales are correctly accounted for and reported in accordance with applicable tax laws and accounting standards in each jurisdiction in which it operates, including obligations relating to VAT, income tax, and any other applicable levies. This responsibility is not affected by the Marketplace’s role as Merchant of Record for payment purposes. A Seller may be a legal entity or a private individual.
1.4 The Seller’s primary commercial relationship is with the Marketplace. The terms governing fees, commission, payout frequency, and other commercial arrangements between the Seller and the Marketplace are set out in a separate agreement between the Seller and the Marketplace (the “Commercial Terms”). Dintero is not a party to the Commercial Terms and bears no liability for their content.
2.1 Dintero will pay out to the Seller the net proceeds from the Seller’s sales on the Marketplace, after deducting:
(a) any commission or Marketplace fees as instructed by the Marketplace in accordance with the Commercial Terms;
(b) any chargebacks, refunds, or other reversals attributable to the Seller’s transactions; and
(c) any Retained Funds as set by Dintero under Section 3.
2.2 The Seller acknowledges and agrees that Dintero may deduct all such amounts prior to paying out net proceeds. The Seller agrees that Dintero may set off any amounts the Seller owes to Dintero or the Marketplace against any outstanding sales volume for which settlement has not yet been made. If Dintero is unable to collect by set-off, the Seller must pay the full amount to Dintero immediately upon request.
2.3 The payout frequency and other commercial settlement terms are governed by the Commercial Terms between the Seller and the Marketplace. Any changes to payout frequency or commission must be agreed between the Seller and the Marketplace. The Marketplace will notify Dintero of any such changes.
2.4 The Seller shall only sell goods and services that fall within the Marketplace’s line of business and the product and service categories agreed between the Marketplace and Dintero. The Seller shall not offer goods or services outside those agreed categories through the Marketplace platform. Before offering any goods or services where there is any uncertainty as to whether they fall within the permitted scope, the Seller shall notify the Marketplace and obtain written confirmation before proceeding.
3.1 Dintero has the right, but not the obligation, to unilaterally set and hold a reserve of funds that would otherwise be paid out to the Seller, for an amount and period specified by Dintero:
(a) as a percentage of each transaction from the Seller’s sales; or
(b) as a specific amount
(the “Retained Funds”).
3.2 Retained Funds may be used to cover chargebacks, refunds, and credit risk associated with the Seller. The amount and duration depend on the level of risk associated with the Seller, including:
(a) volume of or risks related to chargebacks and/or refunds;
(b) transaction history showing increased chargeback rates;
(c) business model with long delivery windows (e.g. travel, hospitality, events, ticketing);
(d) operation as a new business without a transaction history; or
(e) operation in a high-risk industry or in breach of the Prohibited Activities list.
3.3 Dintero may also require the Seller to provide a guarantee or other collateral as security for amounts owed or potentially owed to Dintero, including chargebacks, fees, and fines.
3.4 Maximum retention period. Retained Funds shall not be held for more than one hundred and eighty (180) days from the date on which the relevant transactions were settled, unless a specific chargeback, dispute, or legal or regulatory proceeding is outstanding at the end of that period, in which case the funds may be retained until that matter is resolved.
4.1 All requests for technical support, questions about fees and commission, and disputes regarding chargebacks and refunds shall be directed to the Marketplace. The Marketplace is responsible for providing support and resolving complaints in accordance with the Commercial Terms.
4.2 In case of complaints or disputes specifically regarding settlement and payout from Dintero to the Seller, the Seller may contact Dintero directly.
4.3 The Seller may notify Dintero of any unauthorised or incorrect transactions, or any loss, theft, or unintentional disclosure of login credentials, by contacting Dintero at support@dintero.com.
Obligations relating to prohibited activities, general legal compliance, financial crime, and sanctions are governed by clauses 5.3, 5.6, and 5.8 of the General Terms.
5.1 The Seller shall notify Dintero without delay of any changes to:
(a) the Seller’s registered address and contact information;
(b) the Seller’s Payout Destination; or
(c) the nature of goods or services sold through the Marketplace.
5.2 The Seller shall respond promptly to any enquiries from Dintero regarding the Seller’s sales and activities on the Marketplace.
5.3 Tax compliance for individual Sellers. Where the Seller is a private individual, the Seller acknowledges and agrees that it is solely and fully responsible for ensuring compliance with all applicable tax laws and reporting obligations in the country where the Seller is resident, including the obligation to declare and pay income tax, VAT, and any other taxes arising from sales made through the Marketplace. Neither Dintero nor the Marketplace provides tax advice, and neither assumes any responsibility for the Seller’s tax obligations. The Seller shall indemnify Dintero and the Marketplace against any claims, penalties, fines, or costs arising from the Seller’s failure to comply with applicable tax laws.
5.4 Scope escalation obligation. Where the Seller is uncertain whether specific goods, services, or a planned change to its offering falls within the Marketplace’s permitted scope, the Seller shall notify the Marketplace before listing, offering, or selling those goods or services. The Seller shall not proceed until the Marketplace has confirmed in writing that the goods or services are permitted. Offering goods or services outside the approved scope, or failing to escalate a scope uncertainty to the Marketplace before proceeding, constitutes a material breach of this Agreement.
6.1 Dintero may at any time temporarily or permanently suspend the Seller’s access to Split Payout if:
(a) Dintero has reasonable grounds to suspect that irregular or fraudulent transactions have been initiated or processed;
(b) Dintero has reason to believe that applicable AML or sanctions legislation has been violated;
(c) Dintero has reason to believe that the Seller is in breach of this Agreement or constitutes a credit risk to Dintero; or
(d) Dintero is required to do so under applicable law.
6.2 Dintero will notify the Seller of any suspension where permitted under applicable law.
7.1 Dintero processes personal data in connection with the services in accordance with its privacy policy, available at https://www.dintero.com/legal/privacy-policy. Privacy obligations applicable to the Seller role are governed by clause 11 of the General Terms.
8.1 Each Party shall be liable for direct losses arising from its breach of this Agreement in accordance with the general principles of Norwegian law. Any claim against Dintero must be made in writing after Dintero has been given a reasonable opportunity to propose a remedy. Claims not raised within three (3) months of the Seller becoming aware of the relevant incident shall be time-barred, unless Dintero has acknowledged the claim in writing.
8.2 Dintero’s aggregate liability to the Seller shall not exceed 0.1% of the Seller’s total sales volume processed through the Marketplace by Dintero during the three (3) months immediately preceding the event giving rise to the claim.
8.3 Dintero shall not be liable for:
(a) failure to access IT systems or damage to data caused by a subcontractor, partner bank, or other third party involved in payment processing;
(b) delays in payment execution due to AML or sanctions compliance obligations;
(c) force majeure events; or
(d) acts of sabotage, vandalism, or unauthorised system access.
8.4 Neither Party shall be liable for indirect losses.
8.5 The limitations in this Section do not apply to losses caused by a Party’s gross negligence or wilful misconduct.
8.6 The Seller shall indemnify and hold harmless Dintero from and against any and all third-party claims — including claims from End Buyers, Financial Institutions, Scheme Owners, and regulators — arising from or in connection with:
(a) the Seller’s misuse of the services or non-compliance with the Prohibited Activities list;
(b) the Seller’s breach of this Agreement, applicable Scheme Rules, or applicable law including the GDPR;
(c) any fines or fees charged by a Financial Institution or Scheme Owner in relation to the Seller; or
(d) the Seller’s unlawful acts towards End Buyers or third parties.
9.1 Dintero may amend this Agreement at any time. Amendments will be communicated to the Seller by email to the address registered on the Seller’s account, or by written notice through the Backoffice, at least thirty (30) days before the amendment takes effect.
9.2 If an amendment is materially to the Seller’s detriment, the Seller may terminate this Agreement before the amendment takes effect, free of charge and without penalty, by giving written notice to Dintero within the thirty (30) day notice period. If the Seller does not terminate within this period, the amendment is deemed accepted.
9.3 Amendments required to comply with applicable law or a binding regulatory requirement take effect immediately and without the thirty (30) day notice period. Dintero will inform the Seller of such amendments as soon as reasonably practicable.
9.4 Changes to pass-through costs imposed by third parties — including changes in scheme fees, interchange fees, or commission rates set by the Marketplace — take effect immediately and without prior notice from Dintero.
Term, notice periods, and general grounds for termination are governed by clause 8 of the General Terms. The following provisions apply additionally to the Seller role.
10.1 This Agreement enters into force on the date Dintero notifies the Seller that it has been approved.
10.2 Automatic termination. This Agreement automatically terminates without prior notice if:
(a) the Marketplace Terms between Dintero and the Marketplace are terminated for any reason; or
(b) no transaction of the Seller is processed by Dintero within twelve (12) months of the Agreement date.
10.3 Additional grounds for immediate termination. In addition to the grounds set out in clause 8.3 of the General Terms, the following shall constitute grounds for immediate termination of this Agreement:
(a) the Seller has an excessive chargeback rate as determined by Dintero in its reasonable assessment; or
(b) the Seller offers goods or services outside the categories agreed between the Marketplace and Dintero.
11.1 Neither Party may transfer or assign this Agreement without the prior written consent of the other Party. The Seller may not transfer, assign, or pledge any monetary claims on Dintero without Dintero’s prior written consent.
Governing law, jurisdiction, and dispute resolution are governed by clause 13.7 of the General Terms, which applies in full to this Agreement.
